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May 12, 2020 First Quarter 2020 Investor Conference Call

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Page 1: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

May 12, 2020

First Quarter 2020 Investor Conference Call

Page 2: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Introductions

2

Scott N. GreenbergChief Executive Officer

Adam H. StedhamPresident

Michael R. DuganChief Financial Officer

Ann M. BlankVP, Investor Relations

GP Strategies® GP Strategies® GP Strategies® GP Strategies®

Page 3: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Cautionary Note about Forward-looking Statements & Non-GAAP Financial MeasuresThis presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the anticipated effects of the COVID-19 pandemic and related events on our business and results of operations. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward–looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We use words such as “expects,” “intends,” “believes,” “may,” “will,” “should,” “could,” “anticipates,” “estimates,” “plans” and similar expressions to indicate forward-looking statements, but their absence does not mean a statement is not forward-looking. Because these forward-looking statements are based upon management’s expectations and assumptions and are subject to risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, but not limited to, those factors set forth under Item 1A – Risk Factors of our most recent Form 10-K and those other risks and uncertainties detailed in our periodic reports and registration statements filed with the Securities and Exchange Commission (“SEC”). We caution that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the effect, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ from those expressed or implied by these forward-looking statements.

If any one or more of these expectations and assumptions proves incorrect, actual results will likely differ materially from those contemplated by the forward-looking statements. Even if all of the foregoing assumptions and expectations prove correct, actual results may still differ materially from those expressed in the forward-looking statements as a result of factors we may not anticipate or that may be beyond our control. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. We do not undertake to update any forward-looking statements made by us, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this presentation.

3

Non-GAAP Financial MeasuresThis presentation includes non-GAAP financial information. This non-GAAP information is in addition to, not a substitute for or superior to, measures of financial performance or liquidity determined in accordance with GAAP. The Securities and Exchange Commission‘s Regulation G applies to any public disclosure or release of material information that includes a non-GAAP financial measure and requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. The required presentations and reconciliations are contained in this presentation and can also be found at our website at www.gpstrategies.com.

Page 4: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Agenda• Introductions – Ann Blank• CEO Remarks – Scott Greenberg• Operational Update – Adam Stedham• Financial Review – Mike Dugan• Q&A• Closing

4

Page 5: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

CEO Remarks

5

Addressing the challenges of COVID-19

Q1 cash flow from operations of $9.8 million

Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019

Reduced costs to align with reduced revenue

Prioritized maintaining liquidity and supporting our customer base

Page 6: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Operational Update

6

• Entered 2020 with strong momentum — client relationships, capabilities of our sales force and operations and improved balance sheet positions us to weather the storm

• Expect second quarter 2020 revenue to decline more significantly than the first quarter 2020◦ Significant cost scaling and cost cutting measures enacted beginning in mid-March; we expect second quarter

2020 Adjusted EBITDA to be consistent with or greater than first quarter 2020◦ We expect second half of 2020 to outperform first half of 2020

• Face-to-face training deliveries is the most impacted service line, but other parts of our business are growing◦ Cost associated with face-to-face training can be scaled when training event cancellations occur

• eLearning content development business is up from 2019• Our award-winning custom content development organization one of the largest and most capable in the

industry• Optimistic about opportunities associated with UK skills apprenticeship training services • Human Capital Technologies (HCT) business remains stable; limited face-to-face requirement• Training outsourcing business maintains stable client base

◦ while revenues have declined, no client relationships lost • Although the automotive services business is experiencing challenges, it is well positioned with a new

outsourcing engagement to enable our client's dealership digital transformations as it rebounds from COVID-19

• We remain confident about GP Strategies' long-term success despite current COVID-19 impacts

COVID-19 Impacts and Future Expectations

Page 7: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Financial Review

7

Page 8: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

$ in

Mill

ions

Workforce Excellence

$81.5 $74.4

$13.5$11.5

Revenue Gross profit

Q1 2019 Q1 2020$—

$25.0

$50.0

$75.0

$100.0 16.5%15.5%

$ in

Mill

ions

Business Transformation

$58.0 $53.9

$7.8$6.1

Revenue Gross profit

Q1 2019 Q1 2020$—

$20.0

$40.0

$60.0

$80.0

13.5%11.4%

$ in

Mill

ions

Total Company

$139.5 $128.3

$21.3$17.6

Revenue Gross profit

Q1 2019 Q1 2020$—

$50.0

$100.0

$150.0

$200.0

Revenue & Gross Profit by Segment – First Quarter

• Total segment revenue down $7.1M or 8.7%• Managed Learning Services Revenue down a net -

$1.9M:◦ -$5.6M COVID-19 impact◦ -$1.4M Tuition Business Divestiture on 10/1/19◦ +$2.2M eLearning / VILT content Dev Services◦ +$2.9M new Outsourcing contracts

• Eng Tech Services down a net -$4.8M:◦ -$2.3M COVID-19 impact◦ -$2.5M LNG Business divestiture on 1/1/20

• Fx impact -$0.4M

• Total segment revenue down $4.1M or 7.1%• Sales Enablement Revenue down a net -$3.0M:

◦ -$2.7M COVID-19 impact◦ -$0.3M due to decline in automotive services

• Org. Development a net -$0.8M:◦ -$0.9M COVID-19 impact◦ -$1.6M in other OD Services, primarily

Strategic Consulting ◦ +$1.7M increase in UK skills apprenticeships

• Fx impact -$0.2M

• Total revenue down $11.2M or 8.0%• Gross profit down $3.7M or 17.2% • COVID-19 Impact -$11.5M• Foreign currency impact in Q1 2020 vs. Q1 2019 (-

$0.6M decline in revenue)

15.3%13.7%

8

Page 9: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

SG&A Expenses

9

GENERAL & ADMINISTRATIVE • $1.0M increase due to legal and other transaction costs for aborted transaction • a $0.2M net increase primarily due to higher IT costs in Q1 2020 vs Q1 2019

SALES & MARKETING EXPENSES• Decrease due to lower labor costs

($ in millions)

Q1 2020 Q1 2019$

Inc. (Dec.)%

Change

General & Administrative Expenses $17.3 $16.1 $1.2 7.2%

Sales & Marketing Expenses $1.8 $2.0 $(0.2) (7.5)%

Page 10: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Other P&L Items

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RESTRUCTURING CHARGES: $1.1M in 2019 in connection with TTi Global acquisition restructuring GAIN ON CONTINGENT CONSIDERATION: as of March 31, 2020, we have no contingent consideration liabilities GAIN ON SALE OF BUSINESS: $1.1M pre-tax gain on sale of alternative fuels business in Q1 2020INTEREST EXPENSE: down in Q1 due to lower borrowings and interest rates under the credit facility OTHER EXPENSE: Includes $0.3M impairment loss on operating lease asset due to consolidation of two facilities, and a $0.2M increase in non-cash Fx translation losses in Q1 2020 vs. Q1 2019INCOME TAX EXPENSE: Effective tax rate increased for 2020 due to mix of income from lower to higher tax jurisdictions

($ in millions)

Q1 2020 Q1 2019

Restructuring charges $— 1.1

Gain on change in fair value of contingent consideration — 0.1

Gain on sale of business 1.1 —

Interest expense 1.0 1.6

Other expense 0.5 0.0

Income tax expense -0.6 0.1

Effective income tax rate 32.7% 30.6%

Page 11: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Q1 2020 Earnings Summary

11

($ in millions, except per share data)

Q1 2020 Q1 2019

Net income (loss) $(1.3) $0.3

Earnings (loss) per share – diluted (0.08) 0.02

Adjusted EPS (1) $(0.03) $0.16

Adjusted EBITDA (1) $3.4 $8.8

(1) The terms Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization) and Adjusted EPS are non-GAAP financial measures that the Company believes are useful to investors in evaluating its results. For a reconciliation of these non-GAAP financial measures to the most comparable GAAP equivalents, see the Non-GAAP Reconciliations, along with related footnotes, in the Appendices to this report.

Page 12: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Balance Sheet

12

Significant Drivers

• Operating Cash Flow in Q1 is $9.8M • A/R is down $27.7M due to lower

revenue and continued improvement in collections

• Net debt was $65.8M as of 3/31/20 which is a reduction of $8.9M from $74.7M as of 12/31/19

• Leverage ratio 2.3 as of 3/31/20 - available borrowings of $22.3M

• We amended our credit facility on May 7, 2020 to increase the maximum leverage allowed through the end of 2020. This amendment, applied to the Q1 2020 TTM EBITDA, would calculate an additional $24.3M of available borrowings under the credit facility

(unaudited)($ in thousands) December 31, March 31,

2019 2020Cash $ 8,159 $ 9,025Accounts receivable 131,852 104,195Unbilled revenue 57,229 60,655Prepaid expenses & other 19,115 21,306Total current assets 216,355 195,181

Property, plant & equipment 5,803 5,508Operating lease assets 27,251 25,036Goodwill & intangible assets, net 187,907 179,395Other assets 11,586 11,474Total assets $ 448,902 $ 416,594

Accounts payable $ 92,332 $ 75,328Current portion lease liabilities 7,871 7,739Deferred revenue 23,234 25,560Total current liabilities 123,437 108,627

Long-term debt 82,870 74,837Long-term portion lease liabilities 22,159 20,776Other non-current liabilities 10,522 9,862Stockholders' Equity 209,914 202,492Total $ 448,902 $ 416,594

Page 13: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Backlog Trending

13

$ M

ILLI

ON

S

$334.7 $330.5 $338.1 $349.9 $341.2

03/31/19 06/30/19 09/30/19 12/31/19 03/31/20$—

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

• Backlog up $6.5M from reported 3/31/2019• Backlog at 3/31/2019 includes $14.2M from divested businesses

Page 14: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Q& A14

15

Page 15: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Appendices

15

Page 16: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

Non-GAAP Reconciliation – Adjusted EBITDA(1)

16

(1) Adjusted earnings before interest, income taxes, depreciation and amortization (Adjusted EBITDA) is a widely used non-GAAP financial measure of operating performance. It is presented as supplemental information that the Company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company’s core operating performance. In particular, with regard to our comparison of our first quarter 2020 Adjusted EBITDA to our currently anticipated second quarter 2020 Adjusted EBITDA, we believe that certain gains and charges in the first quarter and certain anticipated gains and charges in the second quarter, such as the gain on sale of business, legal acquisition and transaction costs, restructuring charges and severance expense, while difficult to predict in the current environment, will vary significantly and make a quarter to quarter comparison of net income less useful to investors than a comparison of Adjusted EBITDA in understanding the impact of COVID-19 and related effects on our results of operations. The Company is unable without unreasonable efforts to estimate specific line items in Adjusted EBITDA which are necessary to a quantitative reconciliation for the forward-looking information above, due to factors including the COVID-19 pandemic and its rapidly-changing effects. Without the availability of this significant information, the Company is unable to provide such a reconciliation. Adjusted EBITDA is calculated by adding back to net income interest expense, income tax expense, depreciation and amortization, non-cash stock compensation expense, gain or loss on the change in fair value of contingent consideration and other unusual or infrequently occurring items. For the periods presented, these other items are restructuring charges, severance expense, ERP implementation costs, foreign currency transaction losses, legal acquisition & transaction costs, impairment of operating lease right-of-use asset, and gain on sale of business. Adjusted EBITDA should not be considered as a substitute either for net income, as an indicator of the Company’s operating performance, or for cash flow, as a measure of the Company’s liquidity. In addition, because Adjusted EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies..

($ in thousands) (Unaudited) Three Months Ended March 31, 2020 2019

Net Income (Loss) $ (1,294) $ 334Interest Expense 978 1,598Income Tax Expense (Benefit) (629) 147Depreciation & Amortization 2,177 2,341

EBITDA $ 1,232 $ 4,420ADJUSTMENTS: Non-Cash Stock Compensation 1,256 1,089Restructuring Charges — 1,119Severance Expense 211 1,011Gain on Contingent Consideration — (50)ERP Implementation Costs — 684Foreign Currency Transaction Losses 496 345Legal Acquisition & Transaction Costs 1,038 153Impairment of Operating Lease Right-of-use Asset 255 —Gain on Sale of Business (1,064) —

Adjusted EBITDA $ 3,424 $ 8,771

Page 17: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

($ in thousands, except per share amounts) (Unaudited)

Three Months Ended March 31,2020

2019

Gross Net of Tax EPS Gross Net of Tax EPS

$ (0.08) $ 0.02

ADJUSTMENTS:

Restructuring Charges $ — $ — — $ 1,119 $ 777 0.05Severance Expense 211 142 0.01 1,011 702 0.04Gain on Contingent Consideration — — — (50) (35) —ERP Implementation Costs — — — 684 475 0.03Foreign Currency Transaction Losses 496 334 0.02 345 239 0.01Legal Acquisition & Transaction Costs 1,038 699 0.04 153 106 0.01Settlement of Contingent Consideration in Shares 200 135 0.01 — — —Impairment of Operating Lease Right-of-use Asset 255 172 0.01 — — —Gain on Sale of Business (1,064) (716) (0.04) — — — Adjusted EPS $ (0.03) $ 0.16

Non-GAAP Reconciliation – Adjusted EPS(1) Q1

17

(1) Adjusted Earnings per Diluted Share (“Adjusted EPS”), is a widely used non-GAAP financial measure of operating performance. It is presented as supplemental information that the Company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company’s core operating performance. Adjusted EPS is calculated by adding back to earnings per share gain or loss on the change in fair value of contingent consideration and other unusual or infrequently occurring items. For the periods presented, these other items are restructuring charges, severance expense, ERP implementation costs, foreign currency transaction losses, legal acquisition & transaction costs, settlement of contingent consideration in shares, impairment of operating lease right-of-use asset, gain on sale of business. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. We believe that this non-GAAP financial measure, which excludes the gain or loss on the change in fair value of acquisition-related contingent consideration and other special charges, when considered together with our GAAP financial results, provides management and investors with an additional understanding of our business operating results, including underlying trends.

Page 18: First Quarter 2020 Investor Conference Call€¦ · Q1 cash flow from operations of $9.8 million Reduced leverage in Q1; LT debt $74.8 million Q1 2020 vs. $82.9 million Q4 2019 Reduced

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© 2019 GP Strategies Corporation. All rights reserved. GP Strategies, GP Strategies and logo design, Academy of Training, Asentus, B2B Engage, Bath Consultancy Group, Beneast Training, BlessingWhite, CLS Performance Solutions,Clutterbuck Associates, Communication Consulting, Effective-People, Emantras, Future Perfect, GP Sandy, Hula Partners, IC Axon, Information Horizons, Jencal Training, Lorien Engineering Solutions, Marton House, Maverick Solutions,McKinney Rogers, Milsom, Option Six, PCS, PerformTech, PMC, Prospero Learning Solutions, Rovsing Dynamics, RWD, Smallpeice Enterprises, Ultra Training, Via Training, YouTrain, EtaPRO, GPCALCS, GPiLEARN, GPiLEARN+, GPSteam,and VirtualPlant are trademarks or registered trademarks of GP Strategies Corporation in the U.S. and other countries. All other trademarks are trademarks or registered trademarks of their respective owners. Proprietary to GP StrategiesCorporation

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